GREENBELT.COM
GREENBELT INTERNET ACCESS COOPERATIVE
P.O. BOX 296       GREENBELT, MD 20768
ARTICLES OF INCORPORATION

INDEX
ARTICLE IName
ARTICLE IIPurposes
ARTICLE IIIRegistered Office and Resident Agent
ARTICLE IVNo Stock
ARTICLE VCooperative Existence
ARTICLE VIDirectors
ARTICLE VIIMembership and Dissolution
ARTICLE VIIICooperative Incorporator
ARTICLE IXAdditional Provisions
  


ARTICLES OF INCORPORATION

OF

GREENBELT INTERNET ACCESS COOPERATIVE, LTD.



The undersigned persons, over eighteen years old, acting as incorporators of a cooperative under the general laws of the State of Maryland, adopt the following Articles of Incorporation.

ARTICLE I Name

The name of the cooperative is GREENBELT INTERNET ACCESS COOPERATIVE, LTD.

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ARTICLE II Purposes

The purposes for which the cooperative is organized are:

The cooperative is organized for the purpose of providing access to the Internet and related service.

Further, the cooperative may purchase property from and sell property to members, or to members and other patrons, and perform labor for or render other services to members as allowed for by the cooperative bylaws; however, it shall not deal in products, handle supplies, or provide services for non-members in an amount greater in value than as are handled by it for members.

In furtherance of the foregoing purposes, the cooperative shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon a cooperative organized under the laws of Maryland. In addition, it may do everything necessary, suitable or proper for the accomplishment of any of its cooperative purposes, in Maryland or elsewhere.

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ARTICLE III Registered Office and Resident Agent

The address of the initial principal place of business and registered office of the cooperative is 7518 Mandan Road, Greenbelt, Maryland 20770, and the name of its initial resident agent at such address is Daniel P. Macy.

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ARTICLE IV No Stock

The cooperative has no authority to issue capital stock.

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ARTICLE V Cooperative Existence

The cooperative shall have perpetual existence.

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ARTICLE VI Directors

The number of directors of the cooperative shall be seven, which number may be increased or decreased pursuant to the bylaws of the cooperative, and the names of the directors who shall act until the first meeting or until their successors are duly chosen and qualified are:

Matthew H. Elliott, II, 53 Crescent Road, Greenbelt, Maryland 20770
Lloyd Edward James, Jr. 56-D Crescent Road, Greenbelt, Maryland 20770
Chu-Sing Lau, 6 Greentree Place, Greenbelt, Maryland 20770
Douglas Leigh Love, 3-D Plateau Place, Greenbelt, Maryland 20770
Daniel P. Macy, 7518 Mandan Road, Greenbelt, Maryland 20770
Theodore G. Reiss, 8 Parkway, Greenbelt, Maryland 20770
Laila Zaghal, 119 Whitebirch Court, Greenbelt, Maryland 20770

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ARTICLE VII Membership and Dissolution

The number of memberships authorized is 100,000 at a cost of $50.00 each. The membership of each member shall be pursuant to such uniform conditions as may be prescribed by the cooperative association's bylaws, and uniform rules and regulations established by the board of directors, which may include a requirement for additional capital investments by the members. The voting rights of the members of the cooperative shall be equal, and no member shall have more than one vote.

Any person 18 years old or older shall be qualified to become a member upon payment of the initial dues and shall continue as a member upon paying the annual dues. The amount, method and time of payment of dues shall be determined, and may change, from time to time, by the board of directors.

A membership in the cooperative association may be held only by a person qualified to be a member of the cooperative association and may be transferred only with the consent of the board of directors of the cooperative association and on the books of the cooperative association, and then only to persons eligible to be a member. No purported assignment or transfer of a membership shall pass to any person not eligible to be a member any rights or privileges on account of membership or any vote or voice in the management of the affairs of the cooperative association.

In the event a member shall cease to be a member of the cooperative association, the member shall have no rights or privileges on account of the membership or vote or voice in the management or affairs of the cooperative association, other than the right to participate in accordance with law in case of dissolution, and shall, within 120 days following cessation of membership, have the right to:

(a)   Transfer the member's membership to any person eligible to hold the same, provided the transfer complies with all other requirements of membership as determined by the cooperative association; or

(b)   Require the cooperative association to purchase the membership, the price for which will be determined by the board of directors of the cooperative association as the lesser of its original purchase price or its book value, on either the date of cessation or the date of payment, as determined by the board of directors of the cooperative association except that payment must occur within two years after the cessation of membership.

If the member does not accept one of these options, with evidence provided in writing to an officer of the cooperative association, within 120 days from termination or withdrawal of membership, the cooperative association may cancel the membership on its books.

Any other capital accounts in the cooperative association of a member who is terminated or withdraws shall be handled in accordance with policies established by the cooperative association in its bylaws or by its board of directors.

No member shall have an interest or right, direct or indirect, in or to the properties and assets of the cooperative association except on dissolution. The property rights and interests of the members on dissolution shall be equal and shall be determined in the proportion that each membership bears to the total number of memberships issued and outstanding in the cooperative association after repayment, to the extent possible, to the members of all other equity capital accounts of any kind in the cooperative association held by the members.

Additional provisions specifying the rights and obligations of members shall be contained in the bylaws of this cooperative pursuant to, and in accordance with, the laws of Maryland.

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ARTICLE VIII Cooperative Incorporator

The names and addresses of those seven persons, all of whom are residents of Maryland, filing these articles of incorporation are:

Matthew H. Elliott, II, 53 Crescent Road, Greenbelt, Maryland 20770
Lloyd Edward James, Jr. 56-D Crescent Road, Greenbelt, Maryland 20770
Chu-Sing Lau, 6 Greentree Place, Greenbelt, Maryland 20770
Douglas Leigh Love, 3-D Plateau Place, Greenbelt, Maryland 20770
Daniel P. Macy, 7518 Mandan Road, Greenbelt, Maryland 20770
Theodore G. Reiss, 8 Parkway, Greenbelt, Maryland 20770
Laila Zaghal, 119 Whitebirch Court, Greenbelt, Maryland 20770

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ARTICLE IX Additional Provisions

The following provisions are inserted for the management of the business and for the conduct of the affairs of the cooperative, and the same are in furtherance of and not in limitation of the powers conferred by law.

No contract or transaction between the cooperative and one or more of its directors, or between the cooperative and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for that reason or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes, approves, or ratifies the contract or transaction or solely because his or their votes are counted for such purpose if:

(a)   The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or, the committee and the board or committee in good faith authorizes, approves, or ratifies the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b)   The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders and members entitled to vote thereon, and the contract or transaction is specifically authorized, approved, or ratified in good faith by vote of the shareholders and members; or

(c)   The contract or transaction was fair as to the cooperative.

A director acting in his capacity as director for the cooperative shall have no personal liability to the cooperative or to its members for monetary damages for breach of fiduciary duty as a director; except the director shall remain liable for any breach of the director's duty of loyalty to the cooperative or its members; acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law; or any transaction from which the director derived an improper personal benefit.

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IN WITNESS WHEREOF, I have signed these Articles and acknowledged the same to be my act.

Dated at Greenbelt, Maryland this _1st_ day of _July_, 1996.

(Signed) Matthew H. Elliott, II, Incorporator
(Signed) Lloyd Edward James, Jr., Incorporator
(Signed) Chu-Sing Lau, Incorporator
(Signed) Douglas Leigh Love, Incorporator
(Signed) Daniel P. Macy, Incorporator
(Signed) Theodore Reiss, Incorporator
(Signed) Laila Zaghal, Incorporator

 
    


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